PLEASE READ THIS TERMS OF SERVICE AGREEMENT (THE“TERMS OF SERVICE”) CAREFULLY. This Terms of Service,applies to (A) the website made available by Alurn LLC (“Alurn,” “we,” or “us”)available at www.alurn.com(the “Website”), (B) Alurn’s mobile application(s) (each, an “Application” andcollectively, with the Website, the “Platform”), and (C) the products,services, features, technologies, and/or functionalities provided by Alurn viathe Platform (collectively, with the Platform, the “Services”).
BY ACCESSING OR USING OUR SERVICES IN ANY WAY, byclicking on the “I accept” button, completing the registration process, makinginventory available on the Services and/or browsing the Website or downloadingour Application you represent that (1) you have read, understand, and agree tobe bound by the Terms of Service, (2) you are of legal age to form a bindingcontract with Alurn, and (3) you have the authority to enter into the Terms ofService personally or on behalf of the entity you have named as the user, andto bind that entity to the Terms of Service. The term “you” refers to you as anindividual and any legal entity that you have named as a user at the time ofregistration for the Services. If you do not agree to be bound by these Termsof Service you may not access or use any of the Services.
TheTerms of Service include (1) your agreement that Alurn has no liabilityregarding the Services; (2) your agreement that the Services are provided “asis” and without warranty; (3) your consent to release Alurn from liability; and(4) your agreement to indemnify Alurn for your use of, or inability to use, theServices.
BE AWARE THAT SECTION 22 (ARBITRATIONAGREEMENT) CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOUAND ALURN.Among other things, Section 22 (Arbitration Agreement) includes an agreement toarbitrate which requires, with limited exceptions, that all disputes betweenyou and us shall be resolved by binding and final arbitration. Section 22(Arbitration Agreement) also contains a class action and jury trial waiver.Please read Section 22 (Arbitration Agreement) carefully.
UNLESS YOU OPT OUT OF THE AGREEMENTTO ARBITRATE WITHIN 30 DAYS: (1) you will only be permitted to pursue disputes or claimsand seek relief against us on an individual basis, not as a plaintiff or classmember in any class or representative action or proceeding and you waive yourright to participate in a class action lawsuit or class-wide arbitration; and(2) you are waiving your right to pursue disputes or claims and seek relief ina court of law and to have a jury trial. Any dispute, claim, or request forrelief relating in any way to your use of the site will be governed andinterpreted by and under the laws of the State of Nevada, consistent with theFederal Arbitration Act, without giving effect to any principles that providefor the application of the law of any other jurisdiction. The United NationsConvention on Contracts for the International Sale of Goods is expresslyexcluded from this Agreement.
BEAWARE THAT SECTION 4.4 (ALURN COMMUNICATIONS) OF THIS AGREEMENT, below, contains your consent to receive communications from us,including via e-mail, text message, calls, and push notification.Your use of, and participation in,certain Services may be subject to additional terms ("SupplementalTerms") and such Supplemental Terms will either be listed in the Terms ofService or will be presented to you for your acceptance when you sign up to usethe supplemental Services. If the Terms of Service are inconsistent with theSupplemental Terms, the Supplemental Terms shall control with respect to suchServices. The Terms of Service and any applicable Supplemental Terms arecollectively referred to herein as the "Agreement."
1.1 Alurn Supplier.
The Alurn Supplier service providestools that are designed to process a third-party purchaser’s (“Buyer”) paymentfor certain digital products (“Digital Products”) and/or physical products(“Physical Products”, and together with Digital Products, “Products”) on athird-party seller’s (“Seller”) owned or controlled website(s) (“SellerProperty” or “Seller Properties”) and facilitate the delivery of DigitalProducts to Buyers.
1.2 Alurn Discover.
Alurn Discover is a sub-domain of thePlatform that provides a searchable marketplace of all Products being offeredfor sale by sellers. The Alurn Discover marketplace allows users that have anaccount with Alurn to sell and/or buy Products that Alurn deems eligible forsale through Alurn Discover. To qualify for inclusion in Alurn Discover,Products must meet product eligibility requirements, and Alurn has the solediscretion to determine and change from time to time the product categories andproducts that are eligible for sale through Alurn Discover. As a marketplace,we do not own or sell the Products listed on Alurn Discover and Alurn is not aparty to any transaction or other interaction between users through AlurnDiscover. Accordingly, any contract for the sale of Products through AlurnDiscover is entered into directly between the Seller and the Buyer. Alurnfacilitates these transactions through hosting the Services, displayingpricing, listing Products, and processing payments as described in Section 8(Additional Terms for Sellers). For clarity, Alurn will have no responsibilityor obligation with respect to any transactions that are not conducted throughAlurn Discover.
1.3 Alurn Affiliate Program.
A Seller may voluntarilyparticipate in the Alurn Affiliate Program, which allows the Seller todesignate one (1) or more eligible users who is bound by the terms andconditions of the Alurn Affiliate Program as an affiliate (each, an“Affiliate”). An Affiliate is permitted to promote the applicable Seller’sDigital Product(s) by publishing Links (as defined below) on such Affiliate’swebsite(s) or otherwise sharing the Links with prospective Buyers, and suchAffiliate will earn financial compensation from the applicable Seller (each, a“Payout”) upon the completion of a sale of the applicable Seller’s DigitalProduct(s) that originated from the Links (each such sale, an "AffiliateTransaction"), subject to the terms and conditions of the Alurn AffiliateProgram. “Links” means embedded graphics, icons, text, or HTML code provided byAlurn that contains a unique hypertext pointed to a Universal Resource Locator(URL) address to the Seller’s Digital Product(s) that allows Alurn to identifythe Affiliate as the source of an Affiliate Transaction. A "SourcedWebpage" means the Website, the Affiliate's website(s), or third-partywebsites on which the Links are published. For each completed AffiliateTransaction, the Affiliate will receive a fee equal to the Retail Price(defined below) of the applicable Digital Product multiplied by an affiliatepercentage (the "Payout Rate") determined by the Seller for suchDigital Product at the moment the Affiliate Transaction is completed (such resultingamount, the "Affiliate Fee"). By way of example, if a Digital Productis sold at a Retail Price of $10 through a Transaction and the Payout Rate isset to ten percent (10%), the Affiliate Fee would be equal to $10 multiplied by10%, or $1.
While we may, in ourdiscretion, help facilitate the resolution of disputes, Alurn has no controlover and does not guarantee the existence, quality, timing, condition, safety,or legality of Products offered through the Platform; the truth or accuracy oflistings, posts or any other content or information provided by any Seller orother user through the Platform; any aspect whatsoever of any ratings providedby users; the integrity, responsibility, or any action of any Seller or Buyer;the ability of Sellers to sell Products; the ability of Buyers to pay forProducts; that a Buyer and Seller will actually complete a transaction orreturn a Product; or that a Buyer will return a Product if a return has beenauthorized through Alurn Discover or a Seller Property. We do not take part inthe interaction between Buyers and Sellers.
When interacting withother users you should exercise caution and common sense to protect yourpersonal safety and property, just as you would when interacting with otherpersons whom you don’t know. You are solely responsible for your interactionswith other users (including Buyers and/or Sellers) and any other parties withwhom you interact; provided, however, that Alurn reserves the right, but has noobligation, to provide support in the event of disputes between users. YOUAGREE THAT NEITHER ALURN NOR ITS AFFILIATES OR LICENSORS ARE RESPONSIBLE FORTHE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES, AND THATALURN MAKES NO REPRESENTATION WITH RESPECT TO INTERACTIONS BETWEEN USERS. ALURNAND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY ORDAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES.
The Services, and the information andcontent available on the Services, are protected by copyright and otherintellectual property rights laws throughout the world. Unless otherwisespecified by Alurn in a separate license, your right to use any and all of theServices is subject to the Agreement.
4.1 Website License.
Subject to your compliance with theAgreement, Alurn grants you a limited, non-exclusive, non-transferable,non-sublicensable, revocable license to access and use the features andfunctionality of the Platform available through the Website for your own personalor lawful business purposes.
4.2 Application License.
Subject to your compliance withthe Agreement, Alurn grants you a limited non-exclusive, non-transferable,non-sublicensable, revocable license to download, install and use a copy of theApplication on a single mobile device or computer that you own or control andto run such copy of the Application solely for your own personal or lawfulbusiness purposes. Furthermore, with respect to any Application accessedthrough or downloaded from the Apple App Store (an “App Store Sourced Application”),you will only use the App Store Sourced Application (a) on an Apple-brandedproduct that runs on iOS (Apple’s proprietary operating system) and (b) aspermitted by the “Usage Rules” set forth in the Apple Media Services Terms ofService, except that such App Store Sourced Application may be accessed,acquired, and used by other accounts associated with the purchaser via Apple’sFamily Sharing function, volume purchasing, or Legacy Contacts function.Notwithstanding the first sentence in this section, with respect to anyApplication accessed through or downloaded from the Google Play store (a“Google Play Sourced Application”), you may have additional license rights withrespect to use of the Application on a shared basis within your designated familygroup.
4.3 Updates.
You understand that the Services areevolving. As a result, Alurn may require you to accept updates to the Servicesthat you have installed on your computer or mobile device. You acknowledge andagree that Alurn may update the Services with or without notifying you. You mayneed to update third-party software from time to time in order to use theServices.
4.4 Alurn Communications.
By entering into this Agreementor using the Services, you agree to receive communications from us, includingvia e-mail, text message, calls, and/or push notifications. You agree thattexts, calls or prerecorded messages may be generated by automatic telephonedialing systems. Communications from us and our affiliated companies mayinclude but are not limited to: operational communications concerning yourAccount or the use of the Services, updates concerning new and existing featureson the Services, communications concerning promotions run by us or ourthird-party partners, and news concerning Alurn and industry developments.
5.1 Registering Your Account.
In order to access certainfeatures of the Services you may be required to become a Registered User. Forpurposes of the Agreement, a “Registered User” is a user who has registered anaccount on the Services (“Account”), has a valid account on the socialnetworking service (“SNS”) through which the user has connected to the Services(each such account, a “Third-Party Account”), or has an account with theprovider of the Application for the user’s mobile device.
5.2 Access Through a SNS.
If you access the Servicesthrough a SNS as part of the functionality of the Services, you may link yourAccount with Third-Party Accounts, by allowing Alurn to access your Third-PartyAccount, as is permitted under the applicable terms and conditions that governyour use of each Third-Party Account. You represent that you are entitled todisclose your Third-Party Account login information to Alurn and/or grant Alurnaccess to your Third-Party Account (including, but not limited to, for use forthe purposes described herein) without breach by you of any of the terms andconditions that govern your use of the applicable Third-Party Account andwithout obligating Alurn to pay any fees or making Alurn subject to any usagelimitations imposed by such third-party service providers. By granting Alurnaccess to any Third-Party Accounts, you understand that Alurn may access, makeavailable and store (if applicable) any information, data, text, software,music, sound, photographs, graphics, video, messages, tags, and/or othermaterials accessible through the Services (collectively, “Content”) that youhave provided to and stored in your Third-Party Account (“SNS Content”) so thatit is available on and through the Services via your Account. Unless otherwisespecified in the Agreement, all SNS Content shall be considered to be YourContent for all purposes of the Agreement. Depending on the Third-PartyAccounts you choose and subject to the privacy settings that you have set insuch Third-Party Accounts, personally identifiable information that you post toyour Third-Party Accounts may be available on and through your Account on theServices. Please note that if a Third-Party Account or associated servicebecomes unavailable or Alurn’s access to such Third-Party Account is terminatedby the third-party service provider, then SNS Content will no longer beavailable on and through the Services. You have the ability to disable theconnection between your Account and your Third-Party Accounts at any time byaccessing the “Settings” section of the Services. PLEASE NOTE THAT YOURRELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOURTHIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCHTHIRD-PARTY SERVICE PROVIDERS, AND ALURN DISCLAIMS ANY LIABILITY FOR PERSONALLYIDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICEPROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCHTHIRD-PARTY ACCOUNTS. Alurn makes no effort to review any SNS Content for anypurpose, including but not limited to, for accuracy, legality, ornon-infringement, and Alurn is not responsible for any SNS Content.
5.3 Registration Data.
In registering an account, youagree to (a) provide true, accurate, current, and complete information aboutyourself as prompted by the registration form (the “Registration Data”); and(b) maintain and promptly update the Registration Data to keep it true,accurate, current, and complete. You represent that you are (i) at leastthirteen (13) years old; (ii) of legal age to form a binding contract; and(iii) not a person barred from using the Services under the laws of the UnitedStates, your place of residence, or any other applicable jurisdiction. You areresponsible for all activities that occur under your Account. You agree thatyou shall monitor your Account to restrict use by minors, and you will acceptfull responsibility for any unauthorized use of the Services by minors. You maynot share your Account or password with anyone, and you agree to (y) notifyAlurn immediately of any unauthorized use of your password or any other breachof security; and (z) exit from your Account at the end of each session. If youprovide any information that is untrue, inaccurate, not current, or incomplete,or Alurn has reasonable grounds to suspect that such information is untrue,inaccurate, not current, or incomplete, Alurn has the right to suspend orterminate your Account and refuse any and all current or future use of theServices (or any portion thereof). You agree not to create an Account using afalse identity or information, or on behalf of someone other than yourself. Youagree that you shall not have more than one Account per platform or SNS at anygiven time. Alurn reserves the right to remove or reclaim any usernames at anytime and for any reason, including but not limited to, claims by a third partythat a username violates the third party’s rights. You agree not to create anAccount or use the Services if you have been previously removed by Alurn, or ifyou have been previously banned from any of the Services.
5.4 Necessary Equipment and Software.
You must provide all equipment and software necessary to connect to theServices, including but not limited to, a mobile device that is suitable toconnect with and use the Services, in cases where the Services offer a mobilecomponent. You are solely responsible for any fees, including Internetconnection or mobile fees, that you incur when accessing the Services.
6.1 Risks; No Warranty.
You assume certain risks in usinga marketplace service such as Alurn Discover. Buyers contract directly withSellers for the purchase of Products through Alurn Discover and Alurn Supplier.Alurn does not make any representations or warranties regarding Productsoffered or sold through Alurn Discover or any Seller Property. Alurn is not anauctioneer, a Seller, or a carrier. You as a Buyer and/or Seller acknowledgeand agree that you bear all of the risks in selling or buying Products throughAlurn Discover.
6.2 Listing and Delivery of Digital Products.
With respectto a Digital Product, Seller may upload a digital file in a format approved byAlurn (including, but not limited to, .mp3, .pdf, .png, .jpeg files) to AlurnDiscover and sell the Digital Product at a retail price determined by Seller inits sole and absolute discretion (the “Retail Price”). Upon a Buyer’s purchaseof a Digital Product on Alurn Discover, as described in Section 6.4 (PurchasingProducts), or through a Seller Property which leverages the Alurn Supplierservices, Alurn will promptly facilitate the payment from Buyer to Seller andfacilitate the delivery of the Digital Product to Buyer.
6.3 Listing and Delivery of Physical Products.
Withrespect to Physical Products, Seller may upload a listing of a Physical Productto Alurn Discover and sell the Physical Product at a Retail Price determined bySeller in its sole and absolute discretion. Upon a Buyer’s purchase of aPhysical Product as described in Section 6.4 (Purchasing Products), Alurn willpromptly facilitate the payment from Buyer to Seller and collect the applicableAlurn Fee (as defined below). Seller is solely responsible for the fulfillmentand delivery of Physical Products to the Buyer in a timely manner. Alurn doesnot ship, handle or take custody of Physical Products at any point.
6.4 Purchasing Products.
Buyers contract directly withSellers for the purchase of Products through the Platform. A Buyer may purchaseProducts through the Platform with or without an Account. Having an Accountallows a Buyer to access the Buyer’s purchase history and the purchased DigitalProducts through the Buyer’s Alurn Library anytime. To purchase a Product, aBuyer must complete the checkout process and provide an authorized paymentmethod. Except as set forth below, all purchases through the Platform arefinal. All payments by Buyers for purchases through the Platform must be madethrough the Platform using a payment method that Alurn in its sole discretionmakes available through the Platform as further described in Section 8.3(Third-Party Service Provider).
6.5 Currency Conversion.
If the Seller lists the RetailPrice of a Product in a currency other than United States Dollars (USD), Alurnwill calculate a USD price based upon an exchange rate determined by Alurn.Alurn uses exchange rates obtained from http://openexchangerates.org/api.Alurn cannot and does not guarantee that the exchange rate displayed reflectsthe most up to date rate due to the fluctuating nature of exchange rates.Accordingly, Alurn recommends that you confirm current rates before engaging inany transactions on the Platform. Regardless of listed currency, alltransactions, including for Digital Product, Physical Product, Seller Property,or Alurn Discover will settle in USD.
6.6 Refund Policy.
(a) Alurn has no obligation to providerefunds or credits, but may grant them in circumstances where the Seller hascommitted fraud, or to correct any errors made by Alurn or a Seller, or wherethe Product violates this Terms of Service, in each case in Alurn’s solediscretion, or at the direction of a Seller in accordance with Seller’s refundpolicy published through the Platform.
(b) It is the Buyer’s sole responsibilityto appropriately handle, remove or destroy any Digital Product or PhysicalProduct that may cause Buyer to: (i) incur additional liability, including, butnot limited to, criminal and/or civil liability; or (ii) experience additionaladverse effects, including, but not limited to, potential privacy, security, ortechnical vulnerabilities.
(c) Upon the approval of a refundpursuant to Section 6.6(a) or 6.6(a), the full amount of the authorized refundwill be offset against funds pending settlement to Seller, including inconnection with future sale proceeds. To the extent applicable, Alurn willprocess the refund payment to Buyer on Seller’s behalf.
(d) Please note that if you as a Buyerrequest a refund and also pursue a dispute resolution process for the sametransaction with your payment method provider for the applicable purchase, wewill decline your refund request. This will not affect the dispute resolutionprocess with your payment method provider. You agree not to submit a refundrequest for any Product if you have already chosen to pursue a disputeresolution process with your payment method provider.
7.1 Important Tax Considerations.
This Section 7.1highlights some of the more important taxation issues that you will need toconsider in relation to the Platform and the Services, and, in particular,provides an outline of certain aspects of their intended Indirect Taxtreatment. The articles currently accessible at Alurn’s support, which Alurnmay update or amend from time to time (together, the “Articles”), providefurther information about how Alurn generally handles (and, where appropriate,the settings that Sellers can control) the administration and collection ofIndirect Tax (as defined below) in respect of sales of Products in certaincountries and states.
(a) Meaning of Indirect Tax. “IndirectTax” includes any sales, use, value-added or goods and services tax, anysimilar tax on sales, turnover or consumption, and any import, customs, andsimilar taxes, duties, and tariffs, together, in each case in any jurisdictionand together with any related penalties and interest.
(b) Indirect Tax on Alurn Supplier –General Position. Except in situations covered in Section 7.1(c) below(Indirect Tax on Alurn Supplier – Tax Facilitated Sales), it is intended thatthe Seller (and not Alurn) should generally be treated as the supplier, forrelevant Indirect Tax purposes, of Products sold using the Alurn Supplierservice, and that the Seller shall be solely responsible for theadministration, collection, reporting, and remittance of any relevant IndirectTax (except in limited circumstances where the Buyer may be responsible, forexample as outlined in Section 7.1(g) below).
(c) Indirect Tax on Alurn Supplier – TaxFacilitated Sales. In certain situations, Alurn may choose to providefacilitated tax collection, reporting, and remittance services on behalf ofSellers. In such situations, subject to the detailed terms on which suchservices are provided, and depending on the jurisdictions involved, Alurn maybe treated as the supplier, for relevant Indirect Tax purposes, and, if so,should generally be responsible for the collection, reporting, and remittanceof any relevant Indirect Tax (except in limited circumstances where the Buyermay be responsible, for example as outlined in Section 7.1(g) below).
(d) Indirect Tax on Alurn Discover. It isintended that Alurn should generally be treated as the supplier, for relevantIndirect Tax purposes, in respect of Products sold through Alurn Discover, and,subject to as provided pursuant to these Terms of Service, should generally beresponsible for the administration, collection, reporting, and remittance ofany relevant Indirect Tax (except in limited circumstances where the Buyer maybe responsible, for example as outlined in Section 7.1(g) below). When the treatmentof Alurn as a supplier is not a relevant consideration for Indirect Taxpurposes, if Alurn determines it is responsible for the administration,collection, reporting, and remittance of Indirect Tax in connection withProducts sold through Alurn Discover, Alurn will collect and remit the IndirectTax in addition to the amounts otherwise required under these Terms of Service.
(e) Indirect Tax on Alurn Fees. In somecircumstances, Alurn Fees may be subject to Indirect Tax. Where appropriate,Alurn will be responsible for the administration, collection, reporting, andremittance of such Indirect Tax, although in some circumstances the Buyer maybe responsible (for example if a Buyer is required to account for value-addedtax or goods and services tax outside the United States under a “reversecharge” mechanism).
(f) Indirect Tax on Affiliate Fees. Insome circumstances, Affiliate Fees may be subject to Indirect Tax. Affiliateswill be responsible for the administration, collection, reporting, andremittance of any such Indirect Tax.
(g) Indirect Tax for Buyers. Buyers mayin some circumstances be responsible for Indirect Taxes. For example, in thecase of cross-border purchases of Physical Products, the Buyer may beresponsible for Indirect Taxes on the import of the Physical Products. Buyersoutside the United States may also, in some circumstances, be required toaccount for value-added tax or goods and services tax under a “reverse charge”mechanism.
(h) Direct Tax. It is your personalresponsibility to disclose your earnings to your relevant tax authority and youmust ensure that you are paying the correct amount of tax. This is particularlyrelevant if you are operating as a business. Please be aware that Alurn may insome circumstances be required to disclose information about you to taxauthorities.
7.2 Certain Terms Relating to Tax.
(a) Amounts Generally Exclusive ofIndirect Tax. Except where expressly stated otherwise, all prices on AlurnDiscover, and all amounts payable to Alurn pursuant to this Agreement (or whichreduce amounts payable by Alurn), including Alurn Fees, are exclusive of anyapplicable Indirect Tax, and additional payment shall be made to cover suchIndirect Tax, at the same time as the payment to which such Indirect Taxrelates. However, Affiliate Fees and any amounts payable by Alurn pursuant tothis Agreement are inclusive of any applicable Indirect Tax, and no additionalamounts shall be payable by Alurn in respect of such Indirect Tax.
(b) Payment of Tax by Alurn. If Alurnconsiders that it is liable (including jointly liable) for any Indirect Tax inconnection with the sale of a Product (or any other supply) by a Seller, Alurnshall be entitled to deduct an amount equal to such Indirect Tax from anyamounts otherwise payable to such Seller and account for such Indirect Tax tothe appropriate tax authority and/or to apply such withheld amount insatisfaction of Alurn’s liability in respect of such Indirect Tax. If Alurnconsiders that any withholding or deduction on account of tax is required byapplicable law to be made from any payment pursuant to this Agreement, it shallbe entitled to make such withholding or deduction (and, for the avoidance ofdoubt, shall not be required to increase or gross-up any payment on account ofsuch withholding or deduction).
(c) Compliance with Tax Law. When you usethe Services (including Alurn Supplier and Alurn Discover) you agree that youwill comply with all relevant tax laws and regulations. In particular, andwithout limitation, you agree that you will comply with all laws relating tothe administration, collection, reporting and remittance of tax, and willensure that applicable amounts of Indirect Tax are correctly displayed on anySeller Property which you operate. If you and we are jointly liable for anytax, you agree such tax will be payable by you.
(d) Reimbursement and Indemnification. Tothe extent that Alurn is liable in respect of any Indirect Tax in connectionwith the sale of a Product (or any other supply) by a Seller, or any other taxproperly attributable to a Seller or a Buyer, and an amount equal to suchIndirect Tax or other tax has not been deducted from amounts payable to aSeller pursuant to Section 7.2(b), the relevant Seller shall reimburse andindemnify Alurn in respect of such Indirect Tax or other tax.
(e) Tax Information. You agree to provide to us, onrequest, any information and evidence (including official receipts) which Alurnmay reasonably request to demonstrate that you have complied with Section7.2(c), and to allow Alurn to comply with its obligations, including inconnection with any request for information which Alurn may receive from anytax authority.
8.1 Seller’s Payment of Alurn Fees.
Alurn does not assess or collect“listing” or “insertion” fees, but will charge and collect from Seller aPlatform fee and/or a per transaction fee (“Alurn Fee(s)”) for each sale madethrough Alurn Discover or a Seller Property that uses Alurn Supplier Services.The current Alurn Fees can be viewed in the help article “Alurn’s fees”. We maychange the Alurn Fees from time to time by posting the changes on the Website.Any new Alurn Fee(s) will apply to transactions only after the changes areposted to the Website. The Alurn Fee(s) owed for each sale through AlurnDiscover or a Seller Property is automatically deducted from the purchase pricepaid by the Buyer, with the remainder (less any amounts in respect of taxes)settled to Seller.
8.2 Buyer’s Payment for Products.
Buyer is obligated to make payment uponpurchase of a Product by providing an eligible payment method at checkout.Buyer is responsible for all approved charges. Alurn does not assess any feesof Buyers. Upon final purchase, Alurn, through its third-party serviceproviders, will charge the payment method specified by Buyer at checkout. Allpurchases made by Buyer are processed by Alurn and its third-party servicesproviders on behalf of Seller to facilitate the settlement of proceeds toSeller (less applicable fees and taxes).
8.3 Third-Party Service Providers.
Alurn currently uses Stripe, Inc. and itsaffiliates, as well as PayPal, as third-party service providers for paymentprocessing services (e.g., card acceptance, merchant settlement, and relatedservices) (each, a “Third-Party Service Provider”). By buying or sellingthrough Alurn Discover or on any other portion of the Service, you (a) agree tobe bound by, in the case of Stripe, Stripe’s Privacy Policy (currentlyaccessible at [https://stripe.com/us/privacy (https://stripe.com/us/privacy))and its Stripe Connected Account Agreement (currently accessible at[https://stripe.com/legal/connect-account](https://stripe.com/legal/connect-account));and in the case of PayPal, PayPal’s Privacy Statement (currently accessible at [https://www.paypal.com/us/webapps/mpp/ua/privacy-full](https://www.paypal.com/us/webapps/mpp/ua/privacy-full))and its terms of service (currently accessible at [https://www.paypal.com/us/webapps/mpp/ua/useragreement-full locale.x=en_US(https://www.paypal.com/us/webapps/mpp/ua/useragreementfull?locale.x=en_US));(b) agree to provide only true, accurate, current and complete informationabout you and to update such information as necessary to maintain its truth andaccuracy; and (c) and you hereby consent and authorize Alurn, Stripe and PayPalto share any information and payment instructions you provide with one or moreThird-Party Service Provider(s) to the minimum extent required to complete yourtransactions.
8.4 Additional Identity Verification.
Alurn reserves the right, but has noobligation, to request additional information from Buyers or Sellers to verifyidentity in order to safeguard the integrity of the Platform and reduce therisk of fraud, money laundering, terrorist financing, and the violation oftrade sanctions. Information that Alurn may request, or seek to confirm, mayinclude full legal name, mailing address, phone number, date of birth, taxpayeridentification number (e.g. Social Security Number), bank account information,and a form of government-issued identification.
8.5 Seller’s Appointment of Alurn asLimited Payments Agent.
By accessing the Platform and Services,each Seller hereby appoints Alurn as its limited payments agent for the limitedpurpose of receiving, holding and facilitating settlement of payments to Sellerfor sales of Products through Alurn Discover or a Seller Property, to theextent applicable. Alurn, through its Third-Party Service Provider(s), willsettle payments that are actually or constructively received by Alurn toSeller, less any amounts owed to Alurn, including the Alurn Fees, other feesand obligations and amounts in respect of taxes, as set forth in these Terms ofService. Seller agrees that a payment actually or constructively received byAlurn on behalf of Seller satisfies Buyer’s obligation to make payment toSeller, regardless of whether Alurn or its Third-Party Service Provideractually settles such payment to Seller. If Alurn does not settle any suchpayments as described in this Section 8 (Additional Payment Terms) or otherwisein these Terms of Service, Seller will have recourse against only Alurn (or itsThird-Party Service Provider, as applicable) and not Buyer. In accepting thisappointment as Seller’s limited payments agent, Alurn assumes no liability forany acts or omission by Seller, and Seller understands that the obligation ofAlurn and its Third-Party Service Provider(s) to settle funds to Seller issubject to and conditioned upon the Buyer’s actual payment and these Terms ofService.
8.6 Seller’s Funds Pending Settlement.
For convenience, Sellers are able toobtain information regarding the proceeds of sales pending settlement throughthe dashboard made available in Seller’s Account. This information merelyreflects the sales proceeds processed on Seller’s behalf and does notconstitute a deposit or other obligation of Alurn or its Third-Party ServiceProviders to Seller. Funds pending settlement to Seller will be held in anaccount with Alurn’s Third-Party Service Provider(s) pending disbursement toSeller. Disbursement of funds to Seller may be delayed as described in Section8.8 below. Seller agrees that it (i) is not entitled to any interest or othercompensation associated with any funds pending settlement to Seller, (ii) hasno right to direct any account holding such funds, and (iii) may not assign anyinterest in the account(s) held with or through Alurn or its Third-PartyService Providers. Alurn, through its Third-Party Service Provider(s),facilitates disbursement of funds to Seller to the account associated with thepayout information designated by the Seller. If payment is made to Seller inerror, or if Seller receives funds that Seller is not otherwise entitled toreceive at the time of disbursement, Alurn has the right to recoup such amountsfrom the Seller, including without limitation by initiating a debit or chargeto any account provided by Seller in connection with the Services. Alurn mayalso offset against funds pending settlement to Seller any sums due, orreasonably likely to become due, to Alurn pursuant to these Terms of Service.
8.7 Seller’s Obligations andRestrictions on Seller’s Activities through the Services.
In addition to other terms applicable toSellers in this Agreement, when you as a Seller use the Services (includingAlurn Discover, or Alurn Supplier), you acknowledge and agree that:
(a) You will not, or attempt to, promote,distribute or deliver Products through the Services in any manner that: (i)violates, or may violate, the rules or policies of Card Networks or ourThird-Party Service Providers; (ii) is listed as Prohibited Products andActivities on the Website; (iii) constitutes illegal activity or is illegal;(iv) promotes or encourages discrimination based upon race, sex, religion,nationality, disability, sexual orientation or age; (v) targets, or intends todistribute to, children under the age of thirteen (13) years old; (vi) or isabusive towards other people.
(b) You will use best efforts to ensurethat all communications, representations and warranties you make in connectionwith your Products will: (i) be accurate and contain all disclosures anddisclaimers necessary to prevent such communications and/or representationsfrom being false, deceptive, or misleading; and (ii) otherwise comply with allapplicable laws, regulations, advisories, and policies related to consumerprotection.
(c) You agree to provide public-facingcontact information, refund policy, and order fulfillment timelines for allProducts. You will use best efforts to ship a Physical Product sold to a Buyerno later than seven (7) calendar days from the date of the Buyer’s purchase asdescribed in Section 6.4 (Purchasing Products).
(d) You will not require or suggest thata Buyer agree to any terms that reduce or limit Section 6.6 (Refund Policy) orotherwise impinge or interfere with Alurn’s rights under these Terms of Serviceor any other agreement.
(e) You will promptly: (i) respond toinquiries from Alurn; (ii) notify Alurn of any regulatory or legal complaints,or threats of such complaints, that you receive in connection with or inrelation to a Product; and (iii) assist Alurn, at your sole cost and expense,in taking any appropriate or necessary actions reasonably requested by Alurn torespond to such inquiries and resolve such complaints.
(f) You will comply with all applicablelaws, regulations, court orders, third party rights, applicable industryrequirements (including, but not limited to, any and all applicable provisionsof the Visa International Operating Regulations, MasterCard Merchant Rules, andPCI compliance standards), and any Alurn policy or standard that may be issuedfrom time to time.
(g) In the event you promote or deliverany Products that contain personal information of any other individual, youmust have provided any such notice to data subjects that may be required underapplicable law and, to the extent required under applicable law, established alegal basis for your use of such personal data.
(h) If you send emails, directly orindirectly, in connection with any Product, then you agree, acknowledge,represent and warrant that all such emails, and procurement of email addressesthereto, shall be in compliance with all applicable federal, state, andinternational laws and regulations regarding the use of electronic messages,including without limitation the Controlling the Assault of Non-SolicitedPornography and Marketing Act and the Children's Online Privacy Protection Act.
(i) If you send, initiate or procure a“call” (as that term is defined by the Telephone Consumer Protection Act),directly or indirectly, in connection with any Product, you agree, acknowledge,represent and warrant that you have obtained all necessary consents andauthorizations under, and will be in full compliance with, applicable laws andregulations, including without limitation regulations issued by the FederalTrade Commission, Federal Communications Commission, and state laws related toanti-spam, text messages and Do-Not-Call Registries.
8.8 Suspension of Seller’s Account.
(a) Alurn, in its sole discretion, maysuspend or terminate Seller’s Account(s), or retain any or all funds pendingsettlement to Seller, if Alurn suspects or has reason to believe and/or if aperson otherwise claims that Seller has violated the law or breached any termof this Agreement. In addition to the foregoing, and all other rights andremedies available to Alurn at law or in equity and notwithstanding anything inthe Agreement to the contrary, in the event Seller breaches any term of thisAgreement, or Seller’s Account becomes dormant and/or has a negative balance,Alurn will have the right to immediately suspend or terminate Seller’s Accountand Seller’s rights to access, use and/or otherwise participate in thePlatform. Upon such termination, Seller agrees to immediately cease all use ofthe Services. Without limiting the foregoing, Alurn shall have the right toimmediately terminate Seller’s access and use of the Platform, or any portionthereof, in the event of any conduct that Alurn, in its sole discretion,considers unacceptable. Following suspension or termination of Seller’s Accountor retaining of funds pursuant to this Section, Alurn will review Seller’sAccount in a manner determined by Alurn in its sole discretion. Seller agreesto cooperate with this review if asked. If the review concludes that there is areasonable basis to believe misconduct has occurred, Seller agrees that Alurnmay retain funds in Seller’s Account as liquidated damages and/or for thebenefit of Alurn or third parties affected by the misconduct. Selleracknowledges and agrees that such liquidated damages: (i) are not a penalty,and (ii) are reasonable and not disproportionate to such presumed damages toAlurn.
(b) Alurn may temporarily withhold anyportion of funds pending settlement to Seller (as reflected in the Seller’sAccount) if Alurn, in its sole discretion, determines such action is necessaryto secure payment for, performance of, and/or assurances regarding anyliabilities, obligations, or indebtedness Seller may have incurred with Alurnor any Buyer. If Seller experiences a refund rate in excess of 15%, Sellerhereby authorizes us to hold in reserve an amount equal to 25% of Seller’sfunds pending settlement for 90 days on a rolling basis to offset the potentialcost of future refunds. If Seller experiences a refund rate in excess of 25%,Seller’s Account may be suspended, terminated, or otherwise subject toadditional conditions or fees.
9.1 Types of Content.
You acknowledge that all Content,including the Services, is the sole responsibility of the party from whom suchContent originated. This means that you, and not Alurn, are entirelyresponsible for all Content that you upload, post, e-mail, transmit or otherwisemake available (“Make Available”) through the Services (“Your Content”), andthat you and other users of the Services, and not Alurn, are similarlyresponsible for all Content that you and they Make Available through theServices (“User Content”).
9.2 Storage.
Unless expressly agreed to by Alurn inwriting elsewhere, Alurn has no obligation to store any of Your Content thatyou Make Available on the Services. Alurn has no responsibility or liabilityfor the timeliness, deletion, mis-delivery or accuracy of any Content,including Your Content; the failure to store, transmit or receive transmissionof Content; or the security, privacy, storage, or transmission of othercommunications originating with or involving use of the Services. CertainServices may enable you to specify the level at which such Services restrictaccess to Your Content. You are solely responsible for applying the appropriatelevel of access to Your Content. If you do not choose, the system may defaultto its most permissive setting. You agree that Alurn retains the right tocreate reasonable limits on Alurn’s use and storage of the Content, includingYour Content, such as limits on file size, storage space, processing capacity,and similar limits described on the Services and as otherwise determined byAlurn in its sole discretion.
10.1 Ownership of the Services.
Except with respect to Your Content and UserContent, you agree that Alurn and its suppliers own all rights, title, andinterest in the Services (including but not limited to, any computer code,themes, objects, characters, character names, stories, dialogue, concepts,artwork, animations, sounds, musical compositions, audio-visual effects,methods of operation, moral rights, documentation, and Alurn software). Youwill not remove, alter, or obscure any copyright, trademark, service mark, orother proprietary rights notices incorporated in or accompanying any theServices.
10.2 Trademarks.
Alurn and all related graphics, logos, servicemarks, and trade names used on or in connection with the Services or inconnection with the Services are the trademarks of Alurn and may not be usedwithout permission in connection with your, or any third-party, products orservices. Other trademarks, service marks, and trade names that may appear onor in the Services are the property of their respective owners.
10.3 Your Content.
Alurn does not claim ownership of YourContent. However, when you as a Registered User post or publish Your Content onor in the Services, you represent that you own and/or have a royalty-free,perpetual, irrevocable, worldwide, non-exclusive right (including any moralrights) and license to use, license, reproduce, modify, adapt, publish,translate, create derivative works from, distribute, derive revenue or otherremuneration from, and communicate to the public, perform and display YourContent (in whole or in part) worldwide and/or to incorporate it in other worksin any form, media, or technology now known or later developed, for the fullterm of any worldwide intellectual property right that may exist in YourContent.
10.4 License to Your Content.
Subject to any applicable account settingsthat you select, you grant Alurn a fully paid, royalty-free, perpetual,irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensableright (including any moral rights) and license to use, license, distribute,reproduce, modify, adapt, publicly perform, and publicly display Your Content(in whole or in part) for the purposes of operating and providing the Servicesto you and to our other users. Please remember that other users may search for,see, use, modify, and reproduce any of Your Content that you submit to any"public" area of the Services. You warrant that the holder of anyworldwide intellectual property right, including moral rights, in Your Content,has completely and effectively waived all such rights and validly andirrevocably granted to you the right to grant the license stated above. Youagree that you, not Alurn, are responsible for all of Your Content that youMake Available on or in the Services. Any Content posted by you in your profilemay not contain nudity, violence, sexually explicit, or offensive subjectmatter as determined by Alurn in its sole discretion. You may not post orsubmit for print services a photograph of another person without that person'spermission.
10.5 Username.
Notwithstanding anything contained herein tothe contrary, by submitting Your Content to any comments, or any other area onthe Services, you hereby expressly permit Alurn to identify you by yourusername (which may be a pseudonym) as the contributor of Your Content in anypublication in any form, media, or technology now known or later developed inconnection with Your Content.
10.6 Feedback.
You agree that submission of any ideas, suggestions,documents, and/or proposals to Alurn ("Feedback") is at your own riskand that Alurn has no obligations (including without limitation obligations ofconfidentiality) with respect to such Feedback. You represent and warrant thatyou have all rights necessary to submit the Feedback. You hereby grant to Alurna fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive,and fully sublicensable right and license to use, reproduce, perform, display,distribute, adapt, modify, re-format, create derivative works of, and otherwisecommercially or non-commercially exploit in any manner, any and all Feedback,and to sublicense the foregoing rights, in connection with the operation andmaintenance of the Services and/or Alurn’s business.
11.1 As a condition of use.
You agree not to use the Services for anypurpose that is prohibited by this Agreement or by applicable law. You shallnot (and shall not permit any third party) to: (a) license, sell, rent, lease,transfer, assign, reproduce, distribute, host or otherwise commercially exploitthe Services or any portion of the Services; (b) frame or utilize framingtechniques to enclose any trademark, logo, or other Services (including images,text, page layout, or form) of Alurn; (c) use any metatags or other "hiddentext" using Alurn's name or trademarks; (d) modify, translate, adapt,merge, make derivative works of, disassemble, decompile, reverse compile orreverse engineer any part of the Services except to the extent the foregoingrestrictions are expressly prohibited by applicable law; (e) use any manual orautomated software, devices or other processes (including but not limited tospiders, robots, scrapers, crawlers, avatars, data mining tools, or the like)to "scrape" or download data from any web pages contained in the Services (except that we grant the operators of public search engines revocablepermission to use spiders to copy materials from the Services for the solepurpose of and solely to the extent necessary for creating publicly availablesearchable indices of the materials, but not caches or archives of suchmaterials); (f) remove or destroy any copyright notices or other proprietarymarkings contained on or in the Services. Further, you shall not (and shall notpermit any third party) to either (a) take any action or (b) Make Available any Content on or through the Services that: (i) infringes any patent, trademark,trade secret, copyright, right of publicity or other right of any person orentity; (ii) is unlawful, threatening, abusive, harassing, misleading, false,defamatory, libelous, pornographic, deceptive, fraudulent, invasive ofanother's privacy, tortious, obscene, offensive, profane or racially,ethnically, or otherwise discriminatory; (iii) constitutes unauthorized orunsolicited advertising, junk or bulk e-mail; (iv) involves commercialactivities and/or sales, such as contests, sweepstakes, barter, advertising, orpyramid schemes without Alurn's prior written consent; (v) impersonates anyperson or entity, including any employee or representative of Alurn; (vi)interferes with or attempt to interfere with the proper functioning of theServices or uses the Services in any way not expressly permitted by thisAgreement; (vii) manipulates the price of any listed Product interferes with auser profile or Seller listings; (viii) transfers your account and username toanother party without our consent; (ix) bypasses our robot exclusion hardware,interferes with the working of the Platform, or imposes an unreasonable ordisproportionately large load on our infrastructure; (x) uses the Platform tocollect, harvest, transmit, distribute or submit any information concerning anyother person or entity, including without limitation photographs of others,personal contact information or credit card, debit or calling card or accountnumbers without their permission; (xi) takes any action that may undermine ourfeedback or ratings systems; (xii) breaches or circumvents any laws, thirdparty rights or our systems, policies, or determinations of your accountstatus; or (xiii) attempts to engage in or engages in, any potentially harmfulacts that are directed against the Services, including but not limited toviolating or attempting to violate any security features of the Services, usingmanual or automated software or other means to access, “scrape,” “crawl” or“spider” any pages contained in the Services, introducing viruses, worms, orsimilar harmful code into the Services, or interfering or attempting tointerfere with use of the Services by any other user, host or network,including by means of overloading, “flooding,” “spamming,” “mail bombing,” or“crashing” the Services.
12.1 The Platform may not be used tosolicit for any other business, website or services.
You may not solicit, advertise for, orcontact in any form users for employment, contracting, or any other purpose notrelated to the Services facilitated through the Services. You may not use thePlatform to collect usernames and/or email addresses of users by electronic orother means without the express prior written consent of Alurn.
13.1 Monitoring; Content.
Alurn may, but is not obligated to,investigate, monitor, pre-screen, remove, refuse, or review the Services and/orContent, including Your Content and User Content, at any time. By entering intothe Agreement, you hereby provide your irrevocable consent to such monitoring.You acknowledge and agree that you have no expectation of privacy concerningthe transmission of Your Content, including without limitation chat, text, orvoice communications. In the event that Alurn pre-screens, refuses or removes anyContent, you acknowledge that Alurn will do so for Alurn’s benefit, not yours.Without limiting the foregoing, Alurn reserves the right to: (a) remove or refuse to post any of yourContent for any or no reason in our sole discretion; (b) take any action with respect to anyof Your Content that we deem necessary or appropriate in our sole discretion,including if we believe that such Content violates this Agreement, infringesany intellectual property right or other right of any person or entity,threatens the personal safety of users of the Services or the public, or couldcreate liability for Alurn; (c) disclose your identity or otherinformation about you to any third party who claims that material posted by youviolates their rights, including their intellectual property rights or theirright to privacy; (d) take appropriate legal action,including without limitation, referral to and cooperation with law enforcementand/or other applicable legal authorities, for any illegal or unauthorized useof the Services or if Alurn otherwise believes that criminal activity hasoccurred; and/or (e) terminate or suspend your access toall or part of the Services for any or no reason, including without limitation,any violation of this Agreement. Upon determination of any possible violationsby you of any provision of the Agreement, Alurn, may, at its sole discretion immediatelyterminate your license to use the Services, or change, alter or remove YourContent, in whole or in part, without prior notice to you.
13.2 Criminal Activity.
If Alurn believes that criminal activityhas occurred, Alurn reserves the right to, except to the extent prohibited byapplicable law, disclose any information or materials on or in the Services,including Your Content, in Alurn’s possession in connection with your use ofthe Services, to (i) comply with applicable laws, legal process or governmentalrequest, (ii) enforce the Agreement, (iii) respond to any claims that YourContent violates the rights of third parties, (iv) respond to your requests forcustomer service, or (v) protect the rights, property or personal safety ofAlurn, its Registered Users or the public, and all enforcement or othergovernment officials, as Alurn in its sole discretion believes to be necessaryor appropriate.
14.1 User Responsibility.
You are solely responsible for yourinteractions with other users and any other parties with whom you interact;provided, however, that Alurn reserves the right, but has no obligation, tointercede in such disputes. You agree that Alurn will not be responsible forany liability incurred as the result of such interactions.
14.2 Content Provided by Other Users.
The Services may contain User Contentprovided by other users. Alurn is not responsible for and does not control UserContent. Alurn does not approve, endorse or make any representations orwarranties with respect to User Content. You use all User Content and interactwith other users at your own risk.
14.3 Subverting the Platform.
It is a material breach of this Agreementto arrange for the sale of listed Products from, or the payment of fees to,Sellers outside the context of the Platform for the purposes of circumventingthe obligation to pay the Alurn fee for Products purchased through thePlatform.
Alurn expressly disclaims any liabilitythat may arise between users of its Platform. The Platform is only a venue forconnecting Buyers with Sellers. Because Alurn is not a party to the actualcontracts between Buyers and Sellers, in the event that you have a dispute withone or more users, you release Alurn, its parents, subsidiaries, affiliates,officers, employees, investors, agents, partners, and licensors, but excludingany users (each an "Alurn Party" and collectively, the "Alurn Parties")from any and all claims, demands, or damages (actual or consequential) of everykind and nature, known and unknown, suspected and unsuspected, disclosed andundisclosed, arising out of or in any way connected with such disputes.
IF YOU ARE A CALIFORNIA RESIDENT, YOUHEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, "A GENERALRELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOTKNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THERELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS ORHER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." THE FOREGOING RELEASEDOES NOT APPLY TO ANY CLAIMS, DEMANDS, OR ANY LOSSES, DAMAGES, RIGHTS, AND ACTIONSOF ANY KIND, INCLUDING PERSONAL INJURIES, DEATH, OR PROPERTY DAMAGE FOR ANYUNCONSCIONABLE COMMERCIAL PRACTICE BY AN ALURN PARTY OR FOR SUCH PARTY’S FRAUD,DECEPTION, FALSE PROMISE, MISREPRESENTATION OR CONCEALMENT, SUPPRESSION, OROMISSION OF ANY MATERIAL FACT IN CONNECTION WITH THE PLATFORM PROVIDEDHEREUNDER.
You agree to indemnify and hold the AlurnParties harmless from any losses, costs, liabilities, and expenses (includingreasonable attorneys' fees) relating to or arising out of any and all of thefollowing: (a) Your Content; (b) your inability to use any Service; (c) yourviolation of the Agreement; (d) your violation of any rights of another party,including any users; (e) disputes with other users of the Services; or (f) yourviolation of any applicable laws, rules, or regulations. Further, each Seller agreesto indemnify and hold the Alurn Parties harmless from any losses, costs,liabilities, and expenses (including reasonable attorneys' fees) relating to orarising out of related to Seller's Products and Seller Properties. Alurnreserves the right, at its own cost, to assume the exclusive defense andcontrol of any matter otherwise subject to indemnification by you, in whichevent you will fully cooperate with Alurn in asserting any available defenses.This provision does not require you to indemnify any of the Alurn Parties forany unconscionable commercial practice by such party or for such party’s fraud,deception, false promise, misrepresentation, or concealment, suppression oromission of any material fact in connection with any Services provided hereunder.You agree that the provisions in this section will survive any termination ofyour Account, the Agreement, and/or your access to the Services.
17.1 As Is.
YOU EXPRESSLY UNDERSTAND ANDAGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICESIS AT YOUR SOLE RISK, AND THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “ASAVAILABLE” BASIS, WITH ALL FAULTS. ALURN PARTIES EXPRESSLY DISCLAIM ALLWARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS ORIMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISINGFROM USE OF THE SERVICE. This Section 17 (Disclaimer of Warranties andConditions) does not affect in any way our return policy or limited warrantyfor goods purchased on the Service.
(a) Alurn Parties Make No Warranty,Representation or Condition That: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS;(ii) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE ORERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICESWILL BE ACCURATE OR RELIABLE. WE CANNOT GUARANTEE CONTINUOUS OR SECURE ACCESSTO THE PLATFORM, AND OPERATION OF THE PLATFORM MAY BE INTERFERED WITH BYNUMEROUS FACTORS OUTSIDE OF OUR CONTROL.
(b) Any Content Downloaded From orOtherwise Accessed Through the Services Is Accessed at Your Own Risk, and youshall be solely responsible for any damage to your property, including, but notlimited to, your computer system and any device you use to access the services,or any other loss that results from accessing such content.
(c) The Services May Be Subject toDelays, Cancellations and Other Disruptions. Alurn makes no warranty,representation or condition with respect to services, including but not limitedto, the quality, effectiveness, reputation and other characteristics ofservices.
(d) No Advice or Information, WhetherOral or Written, obtained from Alurn or through the services will create anywarranty not expressly made herein.
(e) From Time to Time, Alurn May OfferNew “Beta” Features or Tools with which its users may experiment. Such featuresor tools are offered solely for experimental purposes and without any warrantyof any kind, and may be modified or discontinued at Alurn’s sole discretion.The provisions of this section apply with full force to such features or tools.
17.2 No Liability for Conduct of ThirdParties.
YOU ACKNOWLEDGE AND AGREE THAT ALURN PARTIES ARE NOT LIABLE, AND YOUAGREE NOT TO SEEK TO HOLD ALURN PARTIES LIABLE, FOR THE CONDUCT OF THIRDPARTIES, INCLUDING OTHER USERS OF THE SERVICES, AND THAT THE RISK OF INJURYFROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. (a) Alurn makes no warranty that thegoods or services provided by third parties will meet your requirements or beavailable on an uninterrupted, secure, or error-free basis. Alurn makes nowarranty regarding the quality of any such goods or services, or the accuracy,timeliness, truthfulness, completeness or reliability of any User Contentobtained through the Services. (b) We are not involved in the actualtransaction between buyers and sellers. While we may help facilitate theresolution of disputes through various programs, we have no control over and donot guarantee the quality, safety or legality of items advertised, the truth oraccuracy of users’ content or listings, the ability of sellers to sell items,the ability of buyers to pay for items, or that a buyer or seller will actuallycomplete a transaction or return an item. (c) We do not transfer legal ownership ofitems from the seller to the buyer. California Commercial Code § 2401(2) andUniform Commercial Code § 2-401(2) apply to the transfer of ownership betweenthe buyer and the seller, unless the buyer and the seller agree otherwise.Further, we cannot guarantee continuous or secure access to our services, andoperation of our services may be interfered with by numerous factors outside ofour control. (d) As a part of the services, you mayhave access to materials that are hosted by another party. You agree that it isimpossible for Alurn to monitor such materials and that you access thesematerials at your own risk.
18.1 Disclaimer of Certain Damages.
YOU UNDERSTAND AND AGREE THAT, TO THEFULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL ALURN PARTIES BE LIABLE FORANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, ORCONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE,BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACHCASE WHETHER OR NOT ALURN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS,INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OFLIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICES; (b)THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANYGOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVEDFOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (c) UNAUTHORIZED ACCESS TOOR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANYTHIRD PARTY ON THE SERVICES; OR (e) ANY OTHER MATTER RELATED TO THE SERVICES,WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE),PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OFLIABILITY SHALL NOT APPLY TO LIABILITY OF A ALURN PARTY FOR (i) DEATH ORPERSONAL INJURY CAUSED BY A ALURN PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURYCAUSED BY A ALURN PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
18.2 Cap on Liability.
TO THE FULLESTEXTENT PROVIDED BY LAW, ALURN PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THANTHE GREATER OF (a) THE TOTAL AMOUNT PAID TO ALURN BY YOU DURING THE ONE-MONTHPERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY;OR (b) $100. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF AALURN PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A ALURN PARTY’SNEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A ALURN PARTY’S FRAUD ORFRAUDULENT MISREPRESENTATION. 18.3 Exclusion of Damages. CERTAINJURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IFTHESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAYNOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. 18.4 Basis of the Bargain. THELIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OFTHE BARGAIN BETWEEN ALURN AND YOU.